ACCEPTANCE OF AGREEMENT
By placing your signature on the provided fee quotation, you signify your consent and agreement to be bound by the terms outlined in this Agreement. This act establishes you as a participant and party to this contractual arrangement.
Introduction
This document, referred to as the “Setup Support Services Agreement” or simply the “Agreement,” establishes the terms of engagement between InteleScreen and you. The purpose of this Agreement is to outline the provisions for support services concerning the integration and facilitation of the usage of InteleScreen’s products and services (hereinafter referred to as “Products and Services”).
Scope
This Agreement encompasses the coordination of support services related to the integration and utilization of diverse verification and allied products and/or services provided by InteleScreen. These offerings may vary over time or be chosen by you, and collectively, they are referred to as “InteleScreen Products and Services.”
- Definitions and Interpretations
(a) The terms “InteleScreen,” “Ourselves,” “We,” or “Us” as used in this Agreement pertain to “Five Diamond Screening India Private Limited (FDSI),” a company legally established under the Companies Act, 2013, bearing Corporate Identification Number (C.I.N.) U78300KA2023PTC174924, with its registered office at FIVE DIAMOND SCREENING INDIA PRIVATE LIMITED No.467/468 Krishna Temple, Indiranagar 1st Stage, Indiranagar (Bangalore), Bangalore North, Bangalore-560038, Karnataka, India. The official website of InteleScreen is www.InteleScreen.com.
(b) The terms “User,” “Client,” “Customer,” “You,” and “Your” pertain to you, the individual or user utilizing InteleScreen’s Integration Services concerning its Products and Services, as offered by InteleScreen intermittently. These terms shall be interpreted accordingly.
(c) The term “Website” as used in this Agreement refers to www.InteleScreen.com and includes its content.
(d) The terms “Party,” “Parties,” or “Us” denote the Customer and InteleScreen collectively.
(e) The term “Applicable Law” pertains to any legislation, rule, regulation, directive, circular, notification, ordinance, order, treaty, judgment, decree, injunction, permit, or decision issued by any central, state, or local government, authority, agency, court, or other jurisdictional body, which is currently in effect or as amended from time to time.
(f) The term “Confidential Information” refers to any data, whether explicitly labeled as “confidential” or “proprietary,” received by one Party from the other Party. This includes but is not limited to information about affiliates, group companies, employees, customers, suppliers, contractors, and third parties engaged in business, along with sensitive personal information, products, services, legal, financial, commercial, marketing, business-related records, data, documents, reports, drawings, models, samples, disks, client information, and information considered confidential or sensitive under Applicable Law.
(g) The term “Intellectual Property” encompasses various elements including but not limited to trademarks, service marks, copyrights, trade secrets, confidential know-how, patents, patent applications, websites, internet domain name registrations, and other forms of intellectual property and proprietary rights across the globe.
(h) The term “Permits” signifies licenses, consents, franchises, certificates, approvals, and authorizations obtained from governmental authorities or third parties that are necessary for the ownership and operation of a party’s business.
(i) The term “Fee Quotation” refers to the provided quotation that outlines the fees, commercial terms, and services mutually agreed upon by the User and InteleScreen concerning InteleScreen Products and Services.
(j) Within this Agreement, unless context suggests otherwise: (i) Singular and plural forms of words are interchangeable; (ii) References to specific clauses or annexures of this Agreement apply to those specified clauses or annexures; (iii) Headings and titles serve as references and do not impact the Agreement’s interpretation; (iv) References to statutory provisions include amendments, re-enactments, and related statutory instruments or orders; (v) Annexures and schedules are integral to this Agreement, holding the same legal force as if they were directly incorporated into the main body of this Agreement.
- Integration Services – Scope and Fees
InteleScreen will provide advisory and support services concerning the integration of InteleScreen Products and Services as specified on www.InteleScreen.com (“Integration Services”). These services are rendered on a commercially reasonable basis and involve the integration of InteleScreen’s offerings with your systems and software. InteleScreen will use diligent efforts to perform the Integration Services requested by you, aimed at aligning, integrating, or harmonizing them with your systems. The associated fee for such Integration Services is outlined in the Fee Quotation.
- Term –
This Agreement will initiate upon the date of acceptance and remain in effect until terminated as per the stipulated provisions herein (“Term”).
- Representations and Warranties
4.1 Each Party herewith affirms and assures the other Party that:
(i) It is a legally incorporated corporate entity in accordance with the laws of India.
(ii) It holds the competence and authorization to execute and deliver this Agreement, and upon such execution and delivery, this Agreement becomes a legally binding commitment enforceable according to its terms.
(iii) The execution and delivery of this Agreement have been appropriately authorized through necessary corporate actions and approvals, without necessitating additional authorization or consent from its shareholders or external parties.
(iv) The execution and performance of this Agreement by the Party does not breach any Applicable Law, infringe upon its constitutional documents, or contravene any contracts, agreements, or obligations it is part of.
5.Intellectual Property Rights
Both Parties recognize that all rights, title, and interests in the Intellectual Property rights of the other Party, whether currently existing or developed in the future, belong to that Party. Nothing contained herein grants either Party rights, title, or interests in the other Party’s Intellectual Property rights or the right to use them, unless specified in this Agreement.
5.1 You acknowledge that InteleScreen retains absolute ownership and all rights, title, and interests in the InteleScreen Products and Services provided to You. This Agreement does not confer proprietary rights or any other interest in the services upon You. You are granted a limited right to access the Integration Services under the terms of this Agreement.
5.2 You expressly agree not to duplicate, modify, communicate, or reverse engineer any of InteleScreen’s software.
5.3 The trademarks “InteleScreen” and “InteleScreen.com” are exclusive to InteleScreen. Using these trademarks requires prior written consent from InteleScreen. The software and systems developed by InteleScreen are its sole property.
5.4 You commit to following all instructions presented on the Website.
5.5 Once you comply with these terms, you are granted a non-exclusive, non-transferable, limited right to access and utilize the Website.
5.6 Given the inherent nature of software code, development, and Implementation Services, unforeseen errors, flaws, downtime, bugs, or crashes may occur despite InteleScreen’s diligent precautions. InteleScreen does not provide any representation, warranty, or guarantee, whether on its own or on behalf of third parties, regarding the error-free nature or uninterrupted functionality of the services, applications, products, functions, or services offered under this Agreement. This includes the assurance that the services, applications, or servers will be devoid of viruses or harmful components. By agreeing to these terms, you expressly acknowledge and accept the associated risks involved in utilizing these services.
- Confidentiality Commitments
6.1 Within the scope of the transactions outlined in this Agreement, both Parties acknowledge that they might gain access to Confidential Information, conveyed in oral, written, visual, or audio form, due to this Agreement or its associated transactions.
6.2 Both Parties consent to the following obligations:
(i) Maintain the confidentiality of all Confidential Information and refrain from disclosing such information to any third party without prior written consent from the other Party.
(ii) Restrict the internal distribution of such Confidential Information to individuals whose roles necessitate knowledge of said information. (
iii) Utilize the Confidential Information solely for the purposes specified in this Agreement and refrain from unauthorized profiting from the same.
(iv) Preserve all Confidential Information in accordance with Applicable Law. (v) Promptly return or destroy all Confidential Information upon the other Party’s request, along with any copies. (
- vi) Implement secure systems to prevent breaches of internal security that could result in the leakage or disclosure of Confidential Information to third parties.
- Duration and Termination
7.1 This Agreement may be terminated:
(i) By either Party with 30 days’ prior written notice to the other Party.
(ii) By either Party with 7 days’ written notice if a law, order, or government decision renders the continuation of respective businesses unlawful.
(iii) By either Party immediately in case of irremediable material breach or non-remedied breach within 30 days.
(iv) By either Party if a court admits a winding-up petition or a resolution for voluntary winding-up is passed.
(v) Upon the lawful termination of the master service agreement between You and Us (“MSA”) as detailed in Annexure-II to the Fee quotation.
7.2 Upon termination:
(i) Your right to Integration Services under the Agreement ceases immediately.
(ii) No adverse effect on vested rights of either Party.
(iii) You must return InteleScreen’s software credentials, attachments, documents, samples, and materials related to InteleScreen Products and Services.
- Indemnification
In addition to other available rights under Applicable Law, You (“Indemnifying Party”) shall indemnify, defend, and hold harmless InteleScreen, its affiliates, directors, officers, and employees (“Indemnified Parties”) from losses, liabilities, damages, claims, actions, and costs directly arising from:
8.1 Inaccuracies in Indemnifying Party’s representations.
8.2 Breach of covenants or obligations by Indemnifying Party.
8.3 Non-compliance with Applicable Law in performing duties or exercising rights.
8.4 Claims by third parties alleging infringement of their intellectual property rights due to Your use of provided services or material.
- Liability Restriction
No Party is entitled to recover damages or indemnification, including lost profits, goodwill expenditures, or other similar claims due to the expiration or lawful termination of this Agreement.
- Liability Restriction No Party shall have the right to claim damages or indemnification, whether for lost profits, goodwill expenditures, or any similar nature, solely as a result of the expiration or permissible termination of this Agreement in connection with the business outlined herein.
YOUR ACCEPTANCE OF RISKS AND DISCLAIMERS You acknowledge that your utilization of Integration Services, the integration of InteleScreen Products and Services, and/or the Website is exclusively at your own risk, provided on an “as is” and “as available” basis. Apart from the explicit warranties stated in this Agreement, InteleScreen and its suppliers and licensors unequivocally disclaim all forms of warranties, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a specific purpose, title, and non-infringement.
LIMITATION OF LIABILITY Under no circumstances shall the cumulative liability of either Party, as well as its suppliers and licensors, of all types arising from or connected to this Agreement, regardless of the jurisdiction and regardless of whether the claim is based on contract, tort, or other legal grounds, exceed the total fee paid by you under the MSA to InteleScreen during the preceding 12 (twelve) months leading up to the occurrence that triggered the relevant liability.
- Absence of Affiliation and Authorization
This agreement does not establish any distinctive association between the parties, including but not limited to a partnership, joint venture, or employer-employee relationship.
Neither party possesses the authority to, nor will they, function as an agent for or on behalf of the other party, or portray or obligate the other party in any capacity.
- Transfer of Rights
Neither party shall be permitted to transfer or assign this agreement or any of their associated rights or responsibilities under this agreement without obtaining written consent from the other party.
- Communication
Any communication, notice, request, or demand required or allowed under this Agreement (“Notice”) must be in written English and can be delivered through various modes: personal delivery, courier, registered mail with acknowledgment, or email. If delivered via email, the Notice should also be sent via recognized courier service, registered mail, or personal delivery to ensure proper receipt by both parties.
13.1. Valid Notice
Notices are considered validly delivered:
(i) upon hand delivery;
(ii) within 3 days of dispatch if sent through registered post with acknowledgment or via a recognized courier service;
(iii) at the time of transmission confirmation on the sender’s computer, in case of email.
13.2. Contact Information for InteleScreen:
Attention: Mr. Mudasir Pasha
Address: FIVE DIAMOND SCREENING INDIA PRIVATE LIMITED No.467/468 Krishna Temple, Indiranagar 1st Stage, Indiranagar (Bangalore), Bangalore North,Bangalore-560038, Karnataka, India
Telephone: +91 81970 13120
E-mail: info@InteleScreen.com.
- Governing Law and Jurisdiction
14.1. This Agreement will be governed by Indian laws. Any disputes will be exclusively subject to the jurisdiction of courts in Bengaluru, India, as per Applicable Law.
14.2. Arbitration In case of disputes, the Parties will first attempt amicable resolution through negotiations for sixty (60) days. If not resolved, the matter will be referred to arbitration under the Arbitration and Conciliation Act, 1996. The seat and venue will be Mumbai, India, with arbitration proceedings conducted in English. This clause doesn’t preclude seeking interim relief from a court. Each party bears their arbitration costs.
- Waiver The failure or delay in enforcing any rights under this agreement won’t be interpreted as a waiver of those rights by that party.
- Severability and Amendments
16.1. If any provision of this Agreement is deemed invalid or unenforceable due to Applicable Law, it won’t affect the rest of the Agreement. The other provisions will remain valid and enforceable to the fullest extent permitted by law.
16.2. In the case of an invalid or unenforceable provision, it shall be replaced with a valid and enforceable provision that closely aligns with the original intent of the unenforceable provision.